Bylaws of the Orange County Chapter of the Iranian-American Bar Association

(as adopted by the Chapter Board of Directors on June 25, 2012)

Article I

Name

The name of this organization is THE ORANGE COUNTY CHAPTER OF THE IRANIAN-AMERICAN BAR ASSOCIATION (hereinafter “the Chapter”).

Article II

Purpose

2.1 The Chapter is organized for charitable and educational purposes, including, but not limited to, providing a forum for any natural person who is interested in promoting the social, economic, professional and educational advancement of the Iranian-American community or the community at large.

2.2 The Chapter is a division of the Iranian American Bar Association (“IABA”), a non-religious, non-political independent organization. It is often referred to as “IABA-OC.”

Article III

Membership

3.1 Membership of the Chapter must conform to the membership provisions specified in IABA Bylaws (IABA Constitution Article VI), as the same may be amended from time to time.

3.2 Membership in the Chapter shall be open to all IABA members.

3.3 Only IABA members have the right to run as an officer in the Chapter and must be registered as a member of IABA upon election or appointment into office.

Article IV

Officers and Directors

4.1 The Chapter shall be administered and managed by individual officers (collectively, the “Directors”; individually, a “Director”), who are either elected or appointed pursuant to the provisions of Sections 4.4 and 4.5 below. Term positions for each Director, with the exception of the National Board Representative, shall be for one year. Successive term positions are permissible. There is a maximum of three (3) consecutive terms.

4.1(a): The following shall be the Directors of the Chapter:

Chapter President

Treasurer

Communications Director

Membership Director

MCLE Director

Pro Bono/Community Outreach Director

Student Director

Orange County National Representative

The Directors shall collectively be referred to as the “Chapter Board of Directors.” An at-large member of the IABA National Board of Directors that either lives or works in Orange County may, at the discretion of the currently sitting Board of Directors, also serve as a Director and be part of the Chapter Board of Directors.

The Chapter President must previously have served at least one (1) term as a member of the Chapter Board of Directors. The Student Director must, at the time of election or appointment, be a law student.

4.1(b): There may be one or more individuals elected or appointed to each Director position except for the position of Orange County National Representative.

4.2 All Directors must be members in good standing of IABA upon the date in which they are elected or appointed to their positions. All Directors must remain members in good standing of IABA for the duration of their service.

4.3 The Orange County National Representative to the IABA National Board of Directors shall be elected pursuant to the provisions specified in IABA Bylaws (IABA Constitution Article IX, § 9.2).

4.4 Either concurrently with or within two (2) weeks of the conclusion of the National Elections, the current Chapter President shall issue a call for interested candidates to serve on the Chapter Board of Directors. All interested candidates shall be provided a deadline (which shall be at least two (2) weeks following the initial call for candidates) by which to submit candidacy statements.

4.5 If the number of qualified interested candidates to serve on the Chapter Board of Directors is greater than the available board seats, the Chapter President shall call an election, with all members of IABA that are affiliated with the Orange County Chapter eligible to participate. If the number of qualified interested candidates to serve on the Chapter Board of Directors is not greater than the available board seats, then the Director positions shall be determined by appointment of the current Chapter President and National Board Representative.

4.6 Within four (4) weeks of the conclusion of the election or appointment of a new Chapter Board of Directors, the Chapter Board of Directors shall hold its first board meeting.

Article V

Director Resignation

5.1 A Director may resign from the Chapter Board of Directors at any time by giving notice thereof in writing to the Chapter Board of Directors or the Chapter President. A resignation of a Director will be effective immediately unless otherwise stated in the notice of resignation or otherwise determined by the Chapter Board of Directors, by majority vote, to be deemed effective immediately.

5.2 Three (3) absences by a Director from a meeting of the Chapter Board of Directors shall be construed as an automatic resignation by such Director from the Chapter Board of Directors.

5.3 In the event of an automatic resignation pursuant to section 5.2 of this Article, the Board of Directors may, by unanimous vote, re-appoint the resigned Director to the Board or issue a call for candidates for a replacement Officer.

Article VI

Duties of Directors

6.1 The Chapter President is the principal officer and is responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of the IABA and these bylaws. The Chapter President shall preside at all meetings of the chapter and of its Board of Directors.

6.2 The Orange County National Board Representative shall preside at meetings in the absence of the Chapter President, assist the Chapter President in the management of the Chapter, and perform other duties that may be assigned by the Chapter President.

6.3 In addition, the Chapter President shall keep the minutes of all meetings. Other duties include:

(1) Maintaining the records of the Chapter;

(2) Preparing of the Chapter’s activity report and Officer contact information, and submission of these to IABA headquarters;

(3) Submission of any proposed amendment to these Bylaws to the Chapter Board of Directors;

(4) Maintaining the Chapter’s financial records; and

(5) Preparing the Chapter’s annual financial report for presentation to the IABA.

6.4 The Chapter President may delegate any responsibility to other duly elected or appointed Chapter Board of Director.

6.5 Each Director, with the exception of the Student Director, is required to be principally responsible for at least one (1) Chapter event per year. The Chapter is required to organize at least seven (7) Chapter events per year.

Article VII

Board Meetings and Communications

7.1 Meetings of the Chapter Board of Directors shall be held on dates and at hours as determined by the Chapter Board of Directors. In each fiscal year, at least six (6) regular meetings shall be held in person at a location determined by the Chapter Board of Directors. All other meetings may be held by phone. Board members shall, where the nature of the communication permits, allow at least one business day advance notice of a Board meeting. However, in order to allow maximum flexibility of the Board to deal with exigent circumstances, meetings may be scheduled upon less notice if a quorum is available.

7.2 All Board deliberations and communications are confidential and may not be disseminated to non-Board members, unless otherwise agreed to by the Board of Directors at a Board of Directors’ meeting.

7.3 Each Director shall designate the email, phone number and address at which such Director is to receive communications as a Director.

Article VIII

Amendment and Voting Procedures

8.1 All proposed changes to these Chapter bylaws shall be approved by a majority vote of all the Chapter Directors. No changes shall be made that conflict with the Bylaws of IABA Nationally. If there is a dispute and/or concern as to the propriety of any proposed changes to the Bylaws, the Chapter President shall consult with the IABA National President.

8.2 For all other types of motions or decisions impacting the Chapter, a simple majority vote of the all the Chapter Directors shall be required to carry a motion.

8.3 No meeting shall be considered an official meeting without a majority of the Board of Directors being present. Any resolution proposed at a non-official meeting held without a majority of the Directors present, may be ratified and made official with the approval of that non-official meeting’s minutes by a majority of the Board of Directors.Motions made at non-official meetings may be reconsidered at the next meeting or motions made at non-official meetings may be presented to the Chapter Board of Directors using the telephone, email or fax. The tally of the Chapter Board of Director’s individual votes should be recorded in the next meeting’s minutes.

Article IX

Removal of Directors

9.1 A Director may be removed by Board of Directors only at a meeting called for the purpose of removing the Director and the meeting notice shall state that the purpose or one of the purposes, of the meeting is to consider removal of the Director.

9.2 Removal of a Director may be with or without cause. In order for a Director to be removed, a super-majority (three-fourths) of all other members of the Board of Directors must be in favor of removal.

Article X

Dissolution of the Chapter

10.1 In accordance with the IABA National Bylaws (§ 7.2(c)), the Chapter shall be considered at risk of automatic dissolution any time it has less than ten (10) attorney members in good standing.

10.2 Voluntary dissolution of this Chapter may be accomplished only by unanimous approval of all Directors together with a majority vote at a meeting which has been publicized in advance to all members of the Chapter for the purpose of taking this vote.

10.3 Should this Chapter be dissolved, any assets it maintains shall be transferred to IABA.

Article XI

Miscellaneous

11.1 Should any of the provisions of these Bylaws conflict with the provisions of the current bylaws in place nationally for IABA, the national bylaws shall govern.

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